Exhibit 10(j)



                                       EMPLOYMENT AGREEMENT



          This Employment Agreement is made and entered into as of
     January 1, 1999 by and between Furniture Brands International,
     Inc., a Delaware corporation ("Furniture Brands") and Wilbert G.
     Holliman, Jr. ("Holliman").

          WHEREAS, Holliman has been serving as Furniture Brands'
     President and Chief Executive Officer since October 1, 1996 and
     as Chairman of the Board of Directors since May 6, 1998; and

          WHEREAS, Furniture Brands and Holliman wish to enter into a
     new Employment Agreement to supersede the existing Employment
     Agreement dated as of October 1, 1996;

          NOW THEREFORE, in accordance with the authority granted by
     the Furniture Brands Board of Directors on January 29, 1999, and
     for good and valuable consideration the parties covenant and
     agree as follows:

         1.   Employment.  Furniture Brands agrees to employ Holliman
     as Chairman of the Board, President and Chief Executive Officer
     during the period beginning January 1, 1999 and ending December
     31, 2000 (the "Employment Period"), subject to extension as
     herein provided, and Holliman agrees to serve Furniture Brands in
     such capacities during the Employment Period, subject to the
     direction and control of the Furniture Brands Board of Directors,
     all upon the following terms:

         a.  during the Employment Period Holliman will receive a base
     salary of $925,000 per year and a target incentive bonus of 70%
     of base salary under the Furniture Brands Executive Incentive
     Plan, all subject to review by the Executive Compensation and
     Stock Option Committee of the Furniture Brands Board of Directors
     with respect to any extended term beyond December 31, 2000; and

          b.     Holliman shall be entitled to participate in all
     pension and welfare benefit plans, all incentive, savings and
     retirement plans, practices, policies and programs applicable to
     other key Furniture Brands executive employees.

     Furniture Brands' failure, without Holliman's consent, to comply
     with the terms and conditions of employment as set forth in this
     Section 2 shall constitute "Good Reason" for Holliman to
     terminate his employment with Furniture Brands.

          2.   Post-Employment Benefits.  In consideration of his
     service to date and of the agreements set forth herein, beginning<PAGE>





     at his age 65 Holliman will be entitled to a payment of $1
     million per year for three years, payable at the start of each
     year.  This payment will be made to Holliman's beneficiaries or
     to his estate should he die before receiving the last of the $1
     million annual payments.

          3.   Best Efforts.  Holliman agrees during the Employment
     Period to devote his best efforts and substantially all of his
     business time and attention to Furniture Brands' business. 
     Holliman agrees he will perform such executive duties for
     Furniture Brands and for Furniture Brands' subsidiaries relating
     to its business as the Furniture Brands Board of Directors may
     reasonably direct.


          4.   Term.  

          a.     Holliman may, in his discretion, and subject to the
     approval of the Board of Directors, extend the Employment Period
     for successive one year terms, beginning on January 1, 2001 and
     each January 1 thereafter, by giving notice of such extension not
     later than the October 1 which is 15 months prior to the end of
     the then-expiring term.  For example, Holliman may extend the
     Employment Period for the period January 1, 2001 through December
     31, 2001 by giving notice thereof on or before October 1, 1999. 

          b.     If Furniture Brands terminates Holliman's employment
     before the end of the Employment Period other than for Cause (as
     defined herein) or as a result of his death or Disability (as
     defined herein), or if Holliman terminates his employment with
     Furniture Brands for Good Reason, then Furniture Brands will,
     until the end of the Employment Period (i) pay to Holliman as and
     when normally payable his base salary as in effect on the date of
     termination and an amount equal to the annual bonus he would have
     received had he continued in the bonus plan at the participation
     level in effect on the date of termination, and (ii) subject to
     program eligibility requirements and continuation of programs by
     Furniture Brands, continue his participation in the benefit plans
     in which he was participating on the date of termination of
     employment.  In such event, Holliman will also be entitled to the
     post-employment benefits described in Section 2 hereof, as and
     when payable.  As used herein, the term "Cause" means (i) an act
     or acts of personal dishonesty taken by Holliman and intended to
     result in his substantial personal enrichment at the expense of
     Furniture Brands, (ii) Holliman's violations of this Agreement or
     his employment obligations to Furniture Brands which are
     demonstrably willful on Holliman's part and which are not
     remedied within a reasonable period of time after receipt of
     written notice from Furniture Brands, or (iii) Holliman's
     conviction of a felony involving moral turpitude.  As used
     herein, the term "Disability" means the incapacity to attend to
     and perform effectively one's duties and responsibilities which
     continues for at least 26 weeks after its commencement, as
     determined by a physician selected by Furniture Brands.<PAGE>





          5.   Split Dollar Insurance Policy.  If Furniture Brands
     terminates Holliman's employment before the end of the Employment
     Period, other than for Cause or as a result of his death or
     Disability, or if Holliman terminates his employment with
     Furniture Brands for Good Reason, then Furniture Brands will
     continue to make premium payments until the end of the Employment
     Period under any split dollar life insurance programs in effect
     on Holliman's life as of the date of such termination, after
     which Holliman will be entitled to ownership of the policy or
     policies and Furniture Brands will be entitled to premium
     retrieval, all in accordance with the terms of the program, but
     only to the extent of the cash value of the policy or policies,
     and without recourse to Holliman for the balance of any premium
     retrieval.

          6.   Non-Competition.  During the period ending one year
     after receipt of the last of the payments provided for in
     Sections 2 and 4 hereof, Holliman shall not, without Furniture
     Brands' prior written consent, directly or indirectly, own,
     control, finance, manage, operate, join or participate in the
     ownership, control, financing, management or operation of, or be
     connected as an employee, consultant or in any other capacity
     with, any business engaged in the manufacture or distribution of
     residential furniture in the United States.  Nothing in this
     Section 6 shall, however, restrict Holliman from making
     investments in other ventures which are not competitive with
     Furniture Brands, or restrict him from owning less than one
     percent (1%) of the outstanding securities of companies listed on
     a national stock exchange or actively traded in the "over-the-
     counter" market.  In addition, if Furniture Brands terminates the
     Employment Period (other than for Cause) and Holliman elects to
     forego the payments called for in Sections 2 and 4 hereof, the
     provisions of this Section 6 shall not apply.  Should any of the
     terms of this Section 6 be found to be unenforceable because they
     are over-broad in any respects then they shall be deemed amended
     to the extent, and only to the extent, necessary to render them
     enforceable.

          7.   Confidentiality.  During the Employment Period and at
     all times thereafter, Holliman shall maintain the confidentiality
     of, and shall not disclose to any person (except as his duties as
     a Furniture Brands employee may require) any non-public
     information concerning Furniture Brands or its business.

          8.   Miscellaneous.  This Employment Agreement shall be
     binding upon and shall inure to the benefit of Holliman's heirs,
     executors, administrators and legal representatives, and shall be
     binding upon and inure to the benefit of Furniture Brands and its
     successors and assigns.  This Agreement shall supersede and stand
     in place of any and all other agreements between Holliman and
     Furniture Brands or any of its subsidiaries regarding severance
     pay and/or any and all severance pay benefits pursuant to any
     Furniture Brands plan or practice, and in particular supersedes
     that Employment Agreement dated August 1, 1996 between Holliman<PAGE>





     and Action Industries, Inc. and that Employment Agreement dated
     as of October 1, 1996 between Holliman and Furniture Brands. 
     This Employment Agreement shall take effect as of the day and
     year first above set forth, and the laws of the State of Missouri
     shall govern its validity, interpretation, construction and
     performance.

          9.   Indemnification.  In the event either party hereto is
     required to pursue litigation against the other party to enforce
     his or its rights hereunder, the prevailing party in any such
     litigation shall be entitled to reimbursement of the costs and
     expenses of such litigation, including attorney's fees.

          10.   Waivers.  In consideration of the undertakings of
     Furniture Brands set forth in this Agreement, Holliman hereby
     irrevocably waives and forever releases any and all claims and
     causes of action of any nature whatsoever Holliman has or may
     have against Furniture Brands or any of its officers, directors,
     employees or agents arising out of the negotiation, execution,
     delivery or terms of this Agreement, including, without
     limitation, any claims arising under the Age Discrimination in
     Employment Act, 29 U.S.C. S.S. 21 et seq., and any state or local law
     relating to age discrimination.

          11.   Entire Agreement.  This Agreement contains the entire
     agreement of the parties with respect to its subject matter, and
     no waiver, modification or change of any of its provisions shall
     be valid unless in writing and signed by the party against whom
     such claimed waiver, modification or change is sought to be
     enforced.

          IN WITNESS WHEREOF, the parties hereto have each executed
     this Agreement the date set forth below.




                              FURNITURE BRANDS INTERNATIONAL, INC.


                              By:  /s/ Lynn Chipperfield
                                 -----------------------------------
                                       Vice-President



                              WILBERT G. HOLLIMAN, JR.


                              By:  /s/ Wilbert G. Holliman, Jr.
                                 -----------------------------------<PAGE>





                                                                Exhibit 10(p)


                                      EMPLOYMENT AGREEMENT

      This Employment Agreement is made and entered into on January 1, 1999
 (the "Effective Date") by and between Broyhill Furniture Industries, Inc., a
 North Carolina corporation ("Broyhill") and Dennis R. Burgette ("Burgette").

      WHEREAS, Burgette is now and has been employed by Broyhill in a senior
 management executive position and is broadly experienced in all facets of
 Broyhill's operations; and

      WHEREAS, it is in the best interests of Broyhill to assure that it will
 have Burgette's continued dedication;

      NOW THEREFORE, for good and valuable consideration and in order to induce
 Burgette to remain in the employ of Broyhill, the parties covenant and agree
 as follows:

        1.     Definitions.  The following terms shall have the following
   meanings for purposes of this Agreement.
           
        a.    "Cause" means (i) an act or acts of personal dishonesty taken by
        Burgette and intended to result in Burgette's substantial personal
        enrichment at the expense of Broyhill, (ii) violations by Burgette of
        this Agreement or of his employment obligations to Broyhill which are
        demonstrably willful on his part and which are not remedied within a
        reasonable period of time after receipt of written notice from Broyhill,
        or (iii) Burgette's conviction of a felony involving moral turpitude.

        b.     "Disability" means the incapacity to attend to and perform
        effectively one's duties and responsibilities which continues for at
        least 26 weeks after its commencement, as determined by a physician
        selected by Broyhill.

        c.     "Employment Period" that period beginning on the Effective Date
        and ending upon Burgette's retirement or earlier termination of
        employment.

        2.     Employment.  Broyhill agrees to employ Burgette, and Burgette
 agrees to serve Broyhill in an executive, managerial and supervisory capacity,
 subject to the direction and control of the Board of Directors of Broyhill,
 all upon the terms and conditions hereinafter set forth.  During the
 Employment Period:

        a.     Burgette's position (including, without limitation, status,
        offices, titles and reporting requirements), authority, duties and
        responsibilities shall be at least commensurate in all material respects
        with the most significant of those held, exercised and assigned at any
        time during the 90-day period immediately preceding the Effective Date,

        b.     Burgette's services shall be performed at the location where the
        he is employed on the Effective Date, or at any office or location not
        more than thirty-five (35) miles from such location,

        c.     Burgette shall continue to receive an annual base salary at least
        equal to the annual base salary payable to him by Broyhill on the
        Effective Date  ("Base Salary"),

       d.     Burgette shall continue to have an annual cash bonus potential,
       either pursuant to the Broyhill Executive Incentive Plan in effect on the
       Effective Date or pursuant to a similar incentive compensation plan of
       Broyhill, at least equal to the level in existence on the Effective Date
       ("Annual Bonus"), and

       e.     Burgette shall be entitled to participate in all incentive,
       savings and retirement plans, practices, policies and programs 
       applicable to other key executive employees of Broyhill ("Benefit 
       Plans").

 The failure of Broyhill, without Burgette's consent, to comply with the terms
 and conditions of employment as set forth in this Section 2 shall constitute
 "Good Reason" for the termination by Burgette of his employment with Broyhill.

        3.     Best Efforts.  Burgette agrees during the Employment Period to
 devote his best efforts and substantially all of his business time and
 attention to the business of Broyhill, it being agreed that he will have
 complied with this obligation if he devotes to the business of Broyhill his
 same best efforts and the same time and attention to the business of Broyhill
 that he has devoted to the business of Broyhill during the four months next
 preceding the Effective Date.  Burgette agrees that he will perform such other
 executive duties for Broyhill and for Broyhill's subsidiaries relating to its
 business as the Board of Directors of Broyhill may reasonably direct.

       4.     Term.  Subject to the provisions of Sections 4 and 5 of this
 Agreement, either party shall have the right to terminate the Employment
 Period at any time.  If Broyhill terminates Burgette's employment, other than
 for Cause or as a result of his death or Disability, or if Burgette terminates
 his employment with Broyhill for Good Reason, then Broyhill will, for a period
 of one year after the termination date (or, if shorter, until Burgette reaches
 "Normal Retirement Age" (as such concept is used in the primary retirement
 plan in which Burgette is a participant on the Effective Date)), (i) pay to
 Burgette as and when normally payable his Base Salary as in effect on the date
 of termination and an amount equal to the average Annual Bonus received by him
 for the past three years prior to termination, or since the commencement of
 his employment with Broyhill, whichever period is the shorter (or a pro-rated
 portion of such average Annual Bonus), and (ii) subject to program eligibility
 requirements and continuation of programs by Broyhill, continue his
 participation in the Benefit Plans in which he was participating on the date
 of termination of employment.

     5.     Split Dollar Insurance Policy.  If Broyhill terminates Burgette's
 employment other than for Cause or as a result of his death or Disability, or
 if Burgette terminates his employment with Broyhill for Good Reason, then
 Broyhill will continue to make premium payments for so long as Broyhill is
 making payments to Burgette under Section 4 hereof under any and all split
 dollar life insurance programs in effect on Burgette's life as of the
 Effective Date, after which Burgette will be entitled to ownership of the<PAGE>


 policy and Broyhill will be entitled to premium retrieval, all in accordance
 with the terms of the program, but only to the extent of the cash value of the
 policy, and without recourse to Burgette for the balance of any such premium
 retrieval.

     6.     Non-Competition.  During the period commencing on the Effective
 Date and while employed by Broyhill, and for a period of one year after
 termination of employment, Burgette shall not, without the prior written
 consent of Broyhill, directly or indirectly, own, control, finance, manage,
 operate, join or participate in the ownership, control, financing, management
 or operation of, or be connected as an employee, consultant or in any other
 capacity with, any business engaged in the manufacture or distribution of
 residential furniture in the United States.  Nothing in this Section 6 shall,
 however, restrict Burgette from making investments in other ventures which are
 not competitive with Broyhill, or restrict him from owning less than one
 percent (1%) of the outstanding securities of companies listed on a national
 stock exchange or actively traded in the "over-the-counter" market.  In
 addition, if Broyhill terminates the Employment Period (other than for Cause)
 and Burgette elects to forego the payments called for in Sections 4 and 5
 hereof, the provisions of this Section 6 shall not apply.  Should any of the
 terms of this Section 6 be found to be unenforceable because they are over-
 broad in any respects then they shall be deemed amended to the extent, and
 only to the extent, necessary to render them enforceable.  Both parties
 stipulate that money damages would be inadequate to compensate for any
 breaches of the terms of this Section 6, and that such terms shall be
 enforceable through appropriate equitable relief, without the necessity of
 proving actual damages and to an equitable accounting of all earnings,
 profits, and other benefits arising from such violation, which rights shall be
 cumulative and in addition to any other rights and remedies to which Broyhill
 may be entitled.

     7.     Confidentiality.  During the Employment Period and at all times
 thereafter, Burgette shall maintain the confidentiality of, and shall not
 disclose to any person (except as his duties as an employee of Broyhill may
 require) any non-public information concerning Broyhill or its business.

      8.     Miscellaneous.  This Employment Agreement shall be binding upon
 and shall inure to the benefit of Burgette's heirs, executors, administrators
 and legal representatives, and shall be binding upon and inure to the benefit
 of Broyhill and its successors and assigns.  This Agreement shall supersede
 and stand in place of any and all other agreements between Burgette and
 Broyhill regarding severance pay and/or any and all severance pay benefits
 pursuant to any plan or practice of Broyhill.  This Employment Agreement shall
 take effect as of the day and year first above set forth, and its validity,
 interpretation, construction and performance shall be governed by the laws of
 the State of North Carolina.

       9.     Indemnification.  In the event that either party hereto is
 required to pursue litigation against the other party to enforce his or its
 rights hereunder, the prevailing party in any such litigation shall be
 entitled to reimbursement of the costs and expenses of such litigation,
 including attorney's fees.

      10.     Waivers.  In consideration of the undertakings of Broyhill set
 forth in this Agreement, Burgette hereby irrevocably waives and forever
 releases any and all claims and causes of action of any nature whatsoever that
 he has or may have against Broyhill or any of its officers, directors,
 employees or agents arising out of the negotiation, execution, delivery or
 terms of this Agreement, including, without limitation, any claims arising
 under the Age Discrimination in Employment Act, 29 U.S.C. S.S. 21 et seq., 
 and any state or local law relating to age discrimination.

      11.     Entire Agreement.  This Agreement contains the entire agreement
 of the parties with respect to its subject matter, and no waiver, modification
 or change of any of its provisions shall be valid unless in writing and signed
 by the party against whom such claimed waiver, modification or change is
 sought to be enforced.

      IN WITNESS WHEREOF, the parties hereto have each executed this Agreement
 the date set forth below.

        
                                                BROYHILL FURNITURE
                                                INDUSTRIES, INC.


                                              By: /s/ Lynn Chipperfield
                                                 -----------------------------
                                                       Vice-President


      Agreed to and Approved:

      FURNITURE BRANDS                             DENNIS R. BURGETTE
      INTERNATIONAL, INC.          


    By: /s/  W.G. Holliman                      By: /s/ Dennis R. Burgette
     --------------------------                  -------------------------------
      Chairman of the Board<PAGE>





                                                      Exhibit 10(r)


                          AGREEMENT NOT TO COMPETE



 In consideration of the January 29, 1999 grant by the Executive Compensation
 and Stock Option Committee of Performance-Based Options under the Furniture
 Brands International 1992 Stock Option Plan,

      (1)  I accept such options upon the terms contained in the Option
           Grant and Plan document, and

      (2)  I agree that during my employment by Furniture Brands or any
           of its subsidiaries and for a period of one year after
           termination of employment, I will not, without the prior
           written consent of Furniture Brands, directly or indirectly,
           participate in the ownership, control, financing,
           management, or operation of, or be connected as an employee,
           consultant or in any other capacity with, any other business
           engaged in the manufacture or distribution of residential
           furniture or distribution of residential furniture in the
           United States.

 This agreement shall not restrict me from making investments in other ventures
 which are not competitive with Furniture Brands or restrict me from owning
 less than one percent (1%) of the outstanding securities of companies listed
 on a national stock exchange or actively traded in the "over-the-counter"
 market.

 I stipulate that money damages would be inadequate to compensate for any
 breaches of the terms of this agreement, and that such terms shall be
 enforceable through appropriate equitable relief, without the necessity of
 proving actual damages.  I understand that the terms of this agreement remain
 in effect whether or not I realize actual value from the option grant.  Should
 litigation arise respecting the enforcement or validity of this agreement, the
 prevailing party will be entitled to recovery of all attorneys fees incurred
 in pursuit or defense of that action.



      ------------------              --------------------------------
           Date                        Please print or type full name


                                      --------------------------------
                                                Signature


      Agreed and Accepted:

      ------------------------------------
      Furniture Brands International, Inc.
      By Lynn Chipperfield, Vice-President
        and Secretary<PAGE>